DEF 14A of Capital City Bank Group Inc
Filed Mar 10, 2026 · FY20250001140361-26-008786
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
PROPOSAL NO. 1 – ELECTION OF DIRECTORS Pursuant to the Company’s articles and bylaws, our Board is authorized to have not less than one member nor more than 25 members, and the current number of directors may be either increased or diminished from time to time in the manner provided in the bylaws. The Board, at the recommendation of the Corporate Governance and Nominating Committee, has nominated all 12 of our current directors to stand for election at the Annual Meeting. Each nominee will stand for election to hold office for a term expiring at the next annual meeting of shareowners following the director’s election and until such director’s successor is duly elected and qualified, subject to the director’s prior death, resignation, retirement, disqualification or removal. Each nominee is currently serving as a member of the Board. The proxies will vote, unless instructed otherwise, each valid voting instruction and proxy card for the election of the following nominees as directors. If a nominee is unable to serve, the shares represented by all valid proxies that have not been revoked will be voted for the election of a substitute as the Board may recommend, or the Board may by resolution reduce the size of the Board to eliminate the resulting vacancy. At this time, the Board knows of no reason why any nominee might be unable to serve. If the 12 director nominees are elected, the Board will not have any vacancies. Brokers do not have discretion to vote on this proposal without your instructions. If you do not instruct your broker how to vote on this proposal, your broker will deliver a broker non-vote on this proposal. There are no arrangements or understandings between any of the directors and any other person pursuant to which he or she was selected as a director. No current director has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or with any of our executive officers. During the previous 10 years, no director, person nominated to become a director, or executive officer of the Company was the subject of any legal proceeding that is material to an evaluation of the ability or integrity of any such person. The following table sets forth certain information about our current directors, including their names, ages and year in which they began serving as a director of the Company, position in the Company, and independence, as determined by the Board.
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| Name | Age | Position | Director Since | Independence | | William G. Smith, Jr | 72 | Chairman and CEO | 1982 | No | | Robert Antoine | 69 | Director | 2019 | Yes | | Thomas A. Barron | 73 | Treasurer and President | 1982 | No | | William F. Butler | 66 | Director | 2021 | Yes | | Stanley W. Connally, Jr. | 56 | Lead Independent Director | 2017 | Yes | | Marshall M. Criser III | 67 | Director | 2018 | Yes | | Kimberly A. Crowell | 44 | Director | 2021 | Yes | | Bonnie J. Davenport | 46 | Director | 2021 | Yes | | William Eric Grant | 50 | Director | 2017 | Yes | | Laura L. Johnson | 63 | Director | 2017 | Yes | | John G. Sample, Jr. | 69 | Director | 2016 | Yes | | Ashbel C. Williams | 71 | Director | 2021 | Yes |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
The following paragraphs provide information as of the date of this Proxy Statement about each nominee up for re-election in the categories of: age, positions held, principal occupation and business experience for the past five years, and names of other publicly held companies for which the nominee serves as a director or has served as a director during the past five years. While the following paragraphs note certain individual qualifications and skills that contribute to the Board’s effectiveness as a whole, we also believe that our nominees have a reputation for integrity, honesty, and adherence to high ethical standards. Each demonstrates strong leadership skills, business acumen, sound judgment, and a commitment of service to our shareowners. THE FOLLOWING 12 DIRECTORS HAVE BEEN NOMINATED FOR ELECTION:
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| Chairman and Chief Executive Officer Age: 72 Director since: 1982 Other current public company boards: Southern Company | WILLIAM G. SMITH, JR. Mr. Smith currently serves as our chairman and chief executive officer. He was elected chairman in 2003 and has served as chief executive officer since 1995. Mr. Smith previously served as president of the Company and chairman of Capital City Bank from 1995 through 2025. In addition, Mr. Smith has served as a director of Southern Company since 2006. We believe Mr. Smith’s qualifications to sit on our Board include his four decades of banking experience, including 30 years as our president and chief executive officer. |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| Independent director Age: 69 Director since: 2019 Board committees: Audit and Corporate Governance and Nominating Other current public company boards: None | ROBERT ANTOINE Mr. Antoine was a senior partner in the Deloitte & Touche Banking & Capital Markets Practice until his retirement in 2019. During his more than two decades with Deloitte, he advised U.S. and foreign institutions on a broad array of regulatory issues, mergers and acquisitions, and corporate governance, and supported many large financial statement audits across industries. As part of his work in Deloitte’s Federal Practice, he served many of the largest federal government agencies. Prior to joining Deloitte, Mr. Antoine held several executive positions in risk and financial management in the financial services industry. Mr. Antoine is a Certified Public Accountant and a Certified Internal Auditor. He earned his accounting degree from the University of West Florida and holds a Master of Business Administration from Western New England College. He is a member of the American Institute of CPAs and the Florida Institute of CPAs. We believe Mr. Antoine’s qualifications to sit on our Board include his extensive regulatory experience and strong accounting and financial background. |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| President - Capital City Bank Group Age: 73 Director since: 1982 Other current public company boards: None | THOMAS A. BARRON Mr. Barron is our treasurer and was appointed president of Capital City Bank Group in 2025. He joined Capital City Bank in 1974 and has held positions across every area of the Bank. After serving as president of Second National Bank and Industrial National Bank, Mr. Barron was appointed president of Capital City Bank in 1995. After three decades of distinguished leadership in that role, he was elected president of Capital City Bank Group, Inc. and chairman of Capital City Bank in 2025. We believe Mr. Barron’s qualifications to sit on our Board include his more than five decades of banking experience, including 30 years as the president of Capital City Bank. |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| Independent director Age: 66 Director since: 2021 Board committees: Audit and Compensation Other current public company boards: None | WILLIAM F. BUTLER Mr. Butler is an accomplished real estate project and portfolio manager with more than 40 years of experience partnering with high net worth private, corporate and institutional clients throughout the United States on projects ranging from commercial portfolios to mixed-use facilities and residential developments. As founder and principal of Real Estate InSync (REI), Mr. Butler works closely with clients to assess needs, clarify goals, design comprehensive development solutions and manage programs to strategically reposition assets, brand properties, and maximize real estate portfolios valued up to $100 million. Mr. Butler’s previous experience includes serving as a senior vice president with The St. Joe Land Company, where he designed and implemented business models for five new product lines involving 250,000 rural acres across a six-county region in North Florida. We believe Mr. Butler’s qualifications to sit on our Board include his extensive executive leadership and management experience. |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| Independent director (Lead) Age: 56 Director since: 2017 Board committees: Audit Other current public company boards: None | STANLEY W. CONNALLY, JR. Mr. Connally has been employed by Southern Company since 1989, currently serving as executive vice president and chief operating officer. From 2012, until the end of 2018, Mr. Connally served as chairman, president, and chief executive officer of Gulf Power Company, a subsidiary of Southern Company. He formerly served on the boards of the Florida Chamber of Commerce, Florida Council of 100, Enterprise Florida, National Association of Manufacturers, Aerospace Alliance, and Electric Power Research Institute. We believe Mr. Connally’s qualifications to sit on our Board include his executive leadership and management experience and his operational and financial expertise gained from three decades of increasing responsibility at a Fortune 500 company. |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| Independent director Age: 67 Director since: 2018 Board committees: Audit and Compensation (Chair) Other current public company boards: None | MARSHALL M. CRISER III Mr. Criser is the president of Piedmont University in Georgia. He previously served as the chancellor of the State University System of Florida. Prior to that, he worked for AT&T and its predecessor, BellSouth, where he served as its president. Mr. Criser is a member and former chairman of the Florida Council of 100. Mr. Criser’s community service includes terms as the vice chairman of the University of Florida’s Board of Trustees, chairman of the Florida Chamber of Commerce, and chairman of Florida TaxWatch. A Florida native, Mr. Criser graduated from the University of Florida with a bachelor’s degree in business administration in 1980 and later completed an Advanced Management Programme at INSEAD in Fontainebleau, France. We believe Mr. Criser’s qualifications to sit on our Board include his extensive executive leadership and management experience. |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| Independent director Age: 44 Director since: 2021 Board committees: Audit and Compensation Other current public company boards: None | KIMBERLY A. CROWELL Ms. Crowell is the CEO and co-founder of Kalo Companies, which owns and operates over 70 Jersey Mike’s Subs and Slim Chickens restaurant franchises in Florida, Georgia and Alabama. Prior to entering the franchise industry, she practiced corporate law in Charlotte, North Carolina, specializing in Commercial Real Estate and Development. Since that time, she has continued to use her legal knowledge and expertise to advise other franchisees and business-owners on a variety of business-related legal matters by serving on the Board of the International Franchise Association. Ms. Crowell earned a Bachelor of Science degree in commerce from the University of Virginia and a Juris Doctor in 2006 from the University of North Carolina at Chapel Hill. We believe Ms. Crowell’s qualifications to sit on our Board include her extensive executive leadership and management experience. |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| Independent director Age: 46 Director since: 2021 Board committees: Corporate Governance and Nominating Other current public company boards: None | BONNIE J. DAVENPORT Ms. Davenport has served as president and founding principal of BKJ, Inc. Architecture, a Tallahassee-based commercial architecture firm since 2011. A member of the American Institute of Architects and a Certified General Contractor, she also holds a certification from the National Council of Architectural Registration Boards. She has worked on numerous successful projects across Florida, building her reputation as a leader in our local community. She is former chair and current member of the Urban Land Institute-Capital Region and serves on other local boards. Ms. Davenport graduated summa cum laude from the University of Florida with a bachelor’s degree in design and a master’s degree in architecture. We believe Ms. Davenport’s qualifications to sit on our Board include her extensive executive leadership and management experience. |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| Independent director Age: 50 Director since: 2017 Board committees: Audit and Corporate Governance and Nominating Other current public company boards: None | WILLIAM ERIC GRANT Mr. Grant is the chief executive officer of Residential Elevators, the nation’s leading manufacturer and installer of premium home elevators. Mr. Grant brings extensive leadership experience in technology, operations, and public-sector services to his role as CEO, where he guides Residential Elevators through continued growth, product innovation, and expansion into new markets. He also serves on the advisory board of Ascend Capital Group, an investment banking firm based in Washington, D.C., offering strategic insight on organizational development and market opportunities. Before joining Residential Elevators, Mr. Grant served as a vice president at CivicPlus, a leading provider of software and services for local governments across the United States. His tenure at CivicPlus followed a long and distinguished career at Municipal Code Corporation, a company specializing in municipal code publishing and technology solutions. He joined the organization in 2007 as vice president, was promoted to president in 2012, and ultimately became CEO in 2019. Mr. Grant’s professional journey began with service in the United States Marine Corps, where he served with the 15th Marine Expeditionary Unit during Operation Enduring Freedom in 2001. He is a graduate of the University of Virginia School of Law, where he earned his Juris Doctor. He also attended the United States Naval Academy and Georgetown University’s School of Foreign Service, building a strong foundation in legal, strategic, and international affairs. We believe Mr. Grant’s qualifications to sit on our Board include his executive leadership and management experience. |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| Independent director Age: 63 Director since: 2017 Board committees: Compensation and Corporate Governance and Nominating (Chair) Other current public company boards: None | LAURA L. JOHNSON Ms. Johnson is the founder and CEO of Coton Colors Company, a multi-channel designer and manufacturer of home décor and gift products with a national and international presence. She has over 30 years of experience leading a high-growth business, building a strong brand identity, and driving strategic expansion across retail, E-commerce, and wholesale markets. Under her leadership, Coton Colors has been recognized as a four-time Inc. 5000 honoree for rapid growth and innovation. She has been actively involved in leadership and mentorship through Vistage Florida and the Female Founder Collective. She is also a dedicated partner of St. Jude Children’s Research Hospital, designing exclusive products to support fundraising and awareness initiatives. We believe Ms. Johnson’s qualifications to sit on our Board include her executive leadership and management experience and her operational and financial expertise gained from the successful operation of her own business. |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| Independent director Age: 69 Director since: 2016 Board committees: Audit (Chair) Other current public company boards: 1st Franklin Financial Corp. | JOHN G. SAMPLE, JR. Prior to retiring in 2017, Mr. Sample served as senior vice president and chief financial officer for Atlantic American Corporation from 2002 to 2017. The Atlanta, Georgia-based holding company operates through its subsidiaries in specialty markets within the life, health, and property and casualty insurance industries. He also served as corporate secretary of Atlantic American Corporation from 2010 until 2017. Prior to joining Atlantic American Corporation, Mr. Sample had been a partner of Arthur Andersen LLP since 1990. Since 2004, Mr. Sample has also served as a director and chairman of the Audit Committee of the Board of Directors of 1st Franklin Financial Corporation, a consumer finance company that originates and services direct cash loans, real estate loans and sales finance contracts through more than 375 branch offices located throughout the southern United States. We believe Mr. Sample’s qualifications to sit on our Board include his executive leadership and management experience, his extensive accounting and financial background, and his experience in the financial services industry. |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| Independent director Age: 71 Director since: 2021 Board committees: Corporate Governance and Nominating Other current public company boards: None | ASHBEL C. WILLIAMS Mr. Williams is vice chair at J.P. Morgan Asset Management. With assets under management of approximately $4 trillion, the firm is a global leader in investment management. He served as executive director and chief investment officer for the Florida State Board of Administration, prior to his retirement in 2021. There, he managed approximately $250 billion in assets, including those of the Florida Retirement System, the fifth largest public pension fund in the United States. He is a member of the Council on Foreign Relations, a trustee of the National Institute for Public Finance and serves on the board of the Economic Club of Florida. He is on the investment committee of the Florida State University Foundation, and the investment advisory board of the Public Employee Retirement System of Idaho. He received his bachelor’s degree in management and a Master of Business Administration from Florida State University and completed post-graduate programs at University of Pennsylvania’s Wharton School and Harvard University’s John F. Kennedy School of Government. We believe Mr. Williams’s qualifications to sit on our Board include his extensive executive leadership and management experience. |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
| The Board of Directors unanimously recommends a vote “FOR” the nominees. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE The following table sets forth a summary of the compensation we paid in 2025 to our directors (other than directors who are also executive officers):
DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Robert Antoine | 43,500 | 29,990 | — | 73,490 | | William F. Butler | 44,000 | 29,990 | — | 73,990 | | Stanley W. Connally, Jr. | 55,500 | 29,990 | — | 85,490 | | Marshall M. Criser III | 51,500 | 29,990 | — | 81,490 | | Kimberly A. Crowell | 43,500 | 29,990 | — | 73,490 | | Bonnie J. Davenport | 36,500 | 29,990 | — | 66,490 | | William Eric Grant | 44,000 | 29,990 | — | 73,990 | | Laura L. Johnson | 47,000 | 29,990 | — | 76,990 | | John G. Sample, Jr. | 55,500 | 29,990 | — | 85,490 | | Ashbel C. Williams | 36,500 | 29,990 | — | 66,490 |
DIRECTOR COMPENSATION TABLE
| (1) In 2025, we granted each independent director 823 shares of our common stock under our 2021 Associate Incentive Plan. The fair value of each share at the time of the grant was $36.44. The column represents the fair value of the award as calculated in accordance with U.S. generally accepted accounting principles. |
Capital City’s Performance Highlights
| ■ | We believe we have sufficient capital and liquidity to pursue and implement our long-term strategic initiatives. |
We are Focused on Being Careful with How We Spend our Shareowners’ Money
We are Focused on Being Careful with How We Spend our Shareowners’ Money We have an experienced and hardworking management team. In fact, members of our executive management team have more than 32 years of experience in the banking industry on average. We have been able to retain our management team by strongly linking pay to performance. Compare how our CEO’s base salary matches up to the median base salary of the CEOs of our 2025 peer group, which is the same peer group used in 2024 and is listed later in this CD&A: Mr. Smith’s relatively low base salary does not reflect his performance level, but rather it reflects our conservative compensation philosophy. Superior compensation should be earned through superior performance. Because Capital City’s performance was adversely affected during last decade’s recession, we significantly limited the raises our named executive officers received during that time frame. On the other hand, as Capital City has thrived, we have recognized our executives’ performance through base salary increases.
Pay for Performance is Integral to the Capital City Culture
| (1) Eligible Incentive Pay assumes performance goals met at the 100% level. |
Compensation Best Practices
| What We Do | What We Don’t Do | | Pay for performance Balanced mix of fixed and variable pay Meaningful stock ownership requirements Use an independent compensation adviser Allocate a significant portion of pay in stock Independent compensation committee Mitigate undue risk in compensation programs Broad clawback policy for incentive compensation | Employment contracts Stock option grants Separate change in control agreements Excise tax gross-ups upon change in control Guaranteed bonuses Excessive perquisites Income tax “gross-up bonuses” Award shares for the “passage of time” |
COMPENSATION COMMITTEE ACTIVITIES DURING 2025
| ■ | Reviewed and approved targeted short-term incentive compensation, as follows: Mr. Smith, $900,000; Mr. Barron, $800,000; Mrs. Corum, $375,000; and Mr. Larkin, $250,000; |
COMPENSATION COMMITTEE ACTIVITIES DURING 2025
| ■ | Reviewed and approved 2025 Long-Term Incentive Plans and targeted grant values, as follows: Mr. Smith, $250,000; Mr. Barron, $100,000; and Mrs. Corum, $33,333; |
COMPENSATION COMMITTEE ACTIVITIES DURING 2025
| ■ | Reviewed total compensation for ten executive and senior managers, including a review of incentive plans and relative risk to the Company; |
COMPENSATION AND BENEFITS STRATEGY
| ■ | Align the interests of our executive officers with those of our shareowners through performance-based incentive plans; and |
COMPENSATION PHILOSOPHY
| ■ | Target base salaries for our senior executives at the 50th percentile of our selected peer group unless an exception is approved by our Compensation Committee due to performance, experience, or market demand; |
COMPENSATION PHILOSOPHY
| ■ | Position direct compensation (salary, cash and equity compensation) of our senior executives at the 75th percentile of our selected peer group of banks dependent upon performance, to attract top talent and to recognize exceptional performance by management; |
COMPENSATION PHILOSOPHY
| ■ | Continue, over time, the alignment of senior management’s interests with those of our shareowners (the percentage of equity compensation should increase relative to total incentive compensation); and |
COMPENSATION PHILOSOPHY
| ■ | Target total annual fees, including retainer, equity compensation, board meeting fees, committee chairman fees, committee meeting fees, and Lead Independent Director fees, to be between the 50th and 75th percentile of our selected peer group unless an exemption is approved by our Compensation Committee due to company performance or market demand. |
COMPENSATION PHILOSOPHY
We discuss the composition of our peer group and our benchmarking practices in further detail below.
Stock Options; Timing of Certain Equity Awards
Stock Options; Timing of Certain Equity Awards We ceased granting stock options in 2007, and there are currently no stock options outstanding. In the year ended December 31, 2025, we did not grant any stock options, stock appreciation rights, or similar awards. We do not currently plan to grant any such awards in the future. Accordingly, we do not have a policy or practice in relation to the timing or the determination of the terms of a grant of options or other similar awards in relation to the disclosure of material non-public information.
Prohibition on Repricing Stock Options
Prohibition on Repricing Stock Options By the terms of our 2021 Associate Incentive Plan, which is the only plan we may use to grant stock options, repricing stock options is prohibited without shareowner approval.
Employment Agreements and Severance Agreements
Employment Agreements and Severance Agreements We believe the employment of our executive officers should remain “at will.” Therefore, none of our executive officers have an employment agreement or severance agreement with us.
Compensation Framework
| ■ | Peer Group: The relevant peer group for comparison of compensation and benefits programs consists of commercial banks and thrifts with a geographic footprint or asset base similar to ours. |
Base Salary
Base Salary Our compensation philosophy guideline is to target base salaries at the 50th percentile of our peer group; however, superior performance may warrant a base salary in excess of this target. Our Compensation Committee believes that this target level will allow us to attract and retain the talent necessary to achieve our performance goals. The base salaries for the named executive officers are determined by analyzing available market data as well as considering the experience and performance of the individual. In 2025, all named executive officers received an increase in base salary, as follows: Mr. Smith, 4%; Mr. Barron, 4%; Mrs. Corum, 15.38%; and Mr. Larkin, 7.14%. Mrs. Corum’s increase was awarded in connection with her promotion to President of the Bank, effective July 1, 2025. Mr. Smith’s base salary is 27.35% below the 50th percentile base salary of our peer group. His relatively low base salary is not reflective of his performance or experience level. It has been historically low compared to our peer group benchmark and the Compensation Committee continues to place great emphasis on bringing Mr. Smith’s base salary in line with the stated target level. Mr. Barron’s base salary is 0.59% below the 50th percentile; Mrs. Corum’s base salary is 13.97% below the 50th percentile. Mr. Larkin’s base salary is 3.57% below the 50th percentile. We consider an officer’s salary to be in line with the benchmark if it is within +/- 15% of the benchmark.
Incentive Compensation
Incentive Compensation In addition to their base salary, each named executive officer has the opportunity to earn annual incentive compensation. The Compensation Committee believes a competitive overall compensation package should include incentive compensation in the form of both cash and equity awards. The Compensation Committee believes, based on past advice from its compensation consultant, targeting incentive compensation equal to or greater than 30% of total compensation is sufficient to change behaviors relative to performance. As a result, we believe our total incentive-based compensation target of at least 30% of total compensation is appropriate. In 2025, targeted incentive compensation for each of our named executive officers was as follows (reflected as a percentage of total target compensation): Mr. Smith, 68.86%; Mr. Barron, 63.38%; Mrs. Corum, 47.57%; and Mr. Larkin, 40.00%. We believe the differences of potential impact each executive officer has on our performance warrants differences in the percentage of compensation they individually have at risk. Messrs. Smith and Barron and Mrs. Corum have an opportunity to earn incentives under a long term plan. In 2025, Mr. Smith’s total targeted incentive compensation of $1,150,000 was comprised of 67.39% cash and 32.61% equity and includes both short-term and long-term incentive plans. Mr. Barron’s total target incentive compensation of $900,000 was comprised of 71.11% cash and 28.89% equity, and includes both short-term and long-term incentive plans. Mrs. Corum’s total target incentive compensation of $408,334 was comprised of 72.14% cash and 27.86% equity, and includes both short-term and long-term incentive plans. Mr. Larkin’s total target incentive compensation of $250,000 was comprised of 75% cash and 25% equity, and includes only a short-term incentive plan. The difference in allocation between cash and equity among the named executive officers is due to each executive’s responsibilities. The base and incentive (cash and equity) compensation for Mr. Smith, Mrs. Corum, and Mr. Larkin placed them below the 75th percentile for total compensation, relative to their respective peers. Mr. Barron was above the 75th percentile. Cash Incentive Plan. Cash incentives for each of the named executive officers are based on performance with regard to goals established by the Compensation Committee. In 2025, measurement was based on three distinct goals that were weighted based on their relative relationship to overall performance including:
Incentive Compensation
| Name | 100% Payout | Maximum Payout | 2025 Actual Payout | | William G. Smith, Jr. | 6,143 | 12,286 | 9,868 | | Thomas A. Barron | 5,460 | 10,920 | 8,770 | | Bethany H. Corum | 2,559 | 5,118 | 4,111 | | Jeptha E. Larkin | 1,706 | 3,412 | 2,740 |
Incentive Compensation
| ■ | For the Year 1 Phase-in 2025 plan (with a possible payout in 2026 based on 2025 performance), the target award of $33,333 was based on achieving a goal of a 10% annual growth rate in diluted earnings per share using $3.12 per share (2024 reported earnings) as the base amount. A maximum award of $66,666 would be earned if the annual growth rate in diluted earnings per share equaled or exceeded 12.5%, the maximum performance level. |
Incentive Compensation
| ■ | For the Year 2 Phase-in 2025 plan (with a possible payout in 2027 based on 2025-26 performance), the target award of $66,666 is based on achieving a goal of a 10% two-year compound annual growth rate in diluted earnings per share using $3.12 per share (2024 reported earnings) as the base amount. A maximum award of $133,333 would be earned if the two-year compound annual growth rate in diluted earnings per share equals or exceeds 12.5%, the maximum performance level. |
Incentive Compensation
| ■ | For the Year 3 Phase-in 2025 plan (with a possible payout in 2028 based on 2025-27 performance), the target award of $100,000 is based on achieving a goal of a 10% three-year compound annual growth rate in diluted earnings per share using $3.12 per share (2024 reported earnings) as the base amount. A maximum award of $200,000 would be earned if the three-year compound annual growth rate in diluted earnings per share equals or exceeds 12.5%, the maximum performance level. |
BENCHMARKING
BENCHMARKING We use benchmarking as a method to understand what similar positions pay in similar organizations. In setting 2025 executive compensation, the Compensation Committee engaged Blanchard Consulting to create a custom peer group, based on the following traits: publicly traded bank holding company with 2024 assets at year-end between $2 billion and $12 billion, and located in Florida and nearby states. Peers were then narrowed to include only those which had filed a current proxy statement with executive compensation data.
Our Peer Group Comparison
Our Peer Group Comparison
Our Peer Group Comparison
| ■ | Blanchard to ISS – Blanchard’s custom peer group development for the Company focused on peers within the same industry; all peers have the same eight digit GICS classification as the Company. All of the Company’s peers are within the asset size range recommended by ISS (0.4 to 2.5 times). The Company’s peer group has 22 peers, while ISS peer groups contain between 14 and 24 peers. ISS has indicated that it will use as many as 24 peers when enough peers with the same eight digit GICS classification are available. The Company is at the 38th percentile of the peer group in assets as of 2024 fiscal year end. Choosing peers which keep the subject company near the group median (50th percentile) is an ISS peer group selection priority. |
Our Peer Group Comparison
| ■ | Blanchard to Glass Lewis/CGLytics – Glass Lewis states it starts with a company’s self-disclosed peers, then includes investor views on both industry-based and country-based peers, in addition to the company’s “peer of peers.” This methodology then scrutinizes a larger pool of potential peers by introducing additional screens based on corporate revenue, market capitalization and assets, weightings for peers based on the source and frequency of confirmation, and peer rankings based on a strength-of-connection approach. Since all of the Company’s peers are within the same industry and have similar asset size, they would likely overlap with a Glass Lewis peer group. |
Our Peer Group Comparison
| ■ | Summary – Overall, the Board of Directors and shareowners can be assured that the custom peer group for this analysis was developed using industry best practices and metrics in line with the methods of the two largest international proxy shareholder advisory groups. |
Our Peer Group Comparison
Benchmarking is the primary tool we use to set executive compensation; however, we also review individual performance and industry trends in terms of increases to executive compensation. For Mr. Smith, we also undertake a 10-year historical compensation review. The compensation peer group is not identical to the peer group used to measure company performance, due to difficulty in gathering compensation data from nonpublic companies. Company performance data can be gathered from financial institution call reports for public and nonpublic financial institutions. However, some of the institutions represented on the compensation peer group are included in the Company performance peer group.
Our Peer Group Comparison
| Financial Institution | Total Assets ($ in thousands)(1) | | Amerant Bancorp, Inc. | 9,901,734 | | BancPlus Corporation | 7,926,781 | | Blue Ridge Bankshares, Inc. | 2,737,260 | | Business First Bancshares, Inc. | 7,857,090 | | C&F Financial Corporation | 2,563,374 | | Carter Bankshares, Inc | 4,659,189 | | Colony Bankcorp, Inc. | 3,109,782 | | Community Trust Bancorp, Inc. | 6,193,245 | | First Bancorp | 12,147,694 | | First Community Bancshares, Inc. | 3,261,216 | | First Guaranty Bancshares, Inc. | 3,972,728 | | Home Bancorp, Inc. | 3,443,668 | | HomeTrust Bancshares, Inc. | 4,595,430 | | Investar Holding Corporation | 2,722,812 | | Origin Bancorp, Inc. | 9,678,702 | | Red River Bankshares, Inc. | 3,149,594 | | Republic Bancorp, Inc. | 6,846,667 | | Seacoast Banking Corporation of Florida | 15,176,308 | | SmartFinancial, Inc. | 5,275,904 | | Stock Yards Bancorp, Inc. | 8,863,419 | | Wilson Bank Holding Co. | 5,358,659 |
Our Peer Group Comparison
| (1) All data is for fiscal year end 2024, which was the latest available data when we set 2025 compensation. |
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE The following information discloses the ratio of our median associate’s annual total compensation to the annual total compensation of our principal executive officer (“PEO”), Mr. Smith. In determining the median associate, we prepared a list of all associates (excluding our PEO) as of December 31, 2025, (other than associates on leave of absence). Wages and salaries were annualized for associates who began employment after January 1, 2025, or who took a leave of absence during 2025. We had 927 associates during calendar year 2025, including short-term and partial-year associates (i.e., new hires and temporary associates). For simplicity, we excluded the value of our 401(k) plan and medical benefits provided in selecting the median associate because all associates (including our PEO) are provided the exact same benefits. We then selected the associate who earned the median compensation for 2025. Once we identified the median associate, we added that individual’s Change in Pension Value to his/her annual compensation, continuing to mirror the Executive Compensation – Summary Compensation Table structure. In determining the ratio, we included all compensation paid to the median associate, including base salary, incentive awards, and overtime; however, we did not include any benefits that are available to all associates (e.g., employer paid premiums and group term life values), consistent with the compensation disclosures in Executive Compensation – Summary Compensation Table. The median of the annual total compensation of all of our associates (excluding our PEO) was $58,974. The annual total compensation of our PEO was $3,135,873 resulting in an estimated ratio of PEO to Median Associate Total Compensation of 53.17 to 1. Because of the high variability of pension value each year, particularly when the age of our PEO and our identified median associate is significant, we are also providing a ratio excluding the change in pension value. The median of the annual total compensation of all of our associates (excluding our PEO) was $55,649 excluding the change in pension value. The annual total compensation of our PEO (excluding the change in pension value) was $2,175,168, resulting in an estimated ratio of PEO to Median Associate Total Compensation excluding the change in pension value of 39.09 to 1.
Independent Consultants
Independent Consultants In fulfilling its responsibilities, the Compensation Committee evaluates the information and recommendations put forth by management and its independent advisors in making its decisions regarding executive compensation. The Compensation Committee’s decisions are made with the objective of providing fair, equitable and performance-based compensation to executives in a manner that is affordable and cost effective for our shareowners. In 2025, the Compensation Committee engaged Blanchard Consulting Group to create a custom peer group for the purpose of benchmarking executive officer and director compensation. In engaging Blanchard, the Compensation Committee considered the independence factors prescribed by applicable regulations and concluded that none of the work provided by Blanchard raised any conflict of interest and, accordingly, determined Blanchard met the independence criteria. Blanchard provides no services to the Company other than compensation consulting services described herein.
Management’s Role
| ■ | Develop performance measures: Identify appropriate performance measures and recommend performance targets that are used to determine annual and long-term awards. |
Management’s Role
| ■ | Compile benchmark data: Management participates in compensation surveys through reputable third-party firms which are used to gather data on base salary, annual cash and long-term performance awards. In reviewing and setting 2025 senior management compensation, we used custom compensation profiles created by an independent consultant engaged by the Compensation Committee in 2025. Senior management compensation profiles are updated every two years and time-adjusted in alternate years. For executive officers and senior management, we used peer group data gathered by Blanchard Consulting Group. The Chief People Officer also provides historical compensation data for each position reviewed by the Compensation Committee. |
Management’s Role
| ■ | Develop compensation guidelines: Using the benchmark survey data and publicly disclosed compensation information as the foundation, management develops compensation guidelines for each executive position, such as targeting base salaries for our senior executives at the 50th percentile of our selected peer group and total direct compensation (salary, cash and equity compensation) at the 75th percentile. These guidelines are provided to the PEO as the basis for his recommendations regarding individual compensation actions. In addition, executives are briefed on the guidelines. |
SUMMARY COMPENSATION TABLE FOR 2025, 2024, AND 2023
SUMMARY COMPENSATION TABLE FOR 2025, 2024, AND 2023 The following summary compensation table shows compensation information for our principal executive officer, principal financial officer, and our president for each of the three previous fiscal years. Amounts listed under “Nonequity Incentive Plan Compensation” are determined by the Compensation Committee at its first meeting following the year in which the compensation is earned and paid to the executives shortly after such determination is made.
SUMMARY COMPENSATION TABLE FOR 2025, 2024, AND 2023
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock A wards ($)(2) | Nonequity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($)(1) | Total Without Change in Pension Value ($)(1)(6) | | William G. Smith, Jr. Chairman and Chief Executive Officer (Company) | 2025 | 511,667 | 0 | 371,110 | 1,284,253 | 960,705 | 8,138 | 3,135,873 | 2,175,168 | | | 2024 | 490,000 | 0 | 303,459 | 887,410 | 117,963 | 8,138 | 1,806,970 | 1,689,007 | | | 2023 | 470,167 | 0 | 317,776 | 652,885 | 433,188 | 10,618 | 1,884,634 | 1,451,446 | | Thomas A. Barron President (Company) and Chairman (Capital City Bank) | 2025 | 511,667 | 0 | 257,303 | 1,043,780 | 768,271 | 5,458 | 2,586,479 | 1,818,208 | | | 2024 | 480,209 | 0 | 192,695 | 677,763 | (2,217) | 5,458 | 1,353,908 | 1,356,125 | | | 2023 | 445,208 | 0 | 205,026 | 473,813 | 229,398 | 6,968 | 1,360,413 | 1,131,015 | | Bethany H. Corum(7) President, (Capital City Bank) | 2025 | 425,000 | 0 | 112,777 | 478,438 | 468,244 | 2,322 | 1,486,781 | 1,018,537 | | Jeptha E. Larkin Executive Vice President and Chief Financial Officer (Company) | 2025 | 361,458 | 0 | 61,852 | 301,181 | 638,361 | 3,564 | 1,366,416 | 728,055 | | | 2024 | 333,541 | 0 | 46,211 | 209,206 | 176,061 | 3,564 | 768,583 | 592,522 | | | 2023 | 301,958 | 0 | 50,497 | 137,834 | 398,149 | 9,564 | 898,002 | 499,853 |
SUMMARY COMPENSATION TABLE FOR 2025, 2024, AND 2023
| (1) For 2023, amounts were adjusted to reflect base salary amounts earned during the respective year. |
SUMMARY COMPENSATION TABLE FOR 2025, 2024, AND 2023
| (2) Reflects the grant date fair value of stock awards under our Stock-Based Incentive Plan and LTIP, as determined under applicable SEC and accounting rules. See “Grants of Plan-Based Awards in 2025” below, for additional information. Among other things, these rules require that the amounts shown for the LTIP awards be based upon the probable outcome of the performance conditions. The named executive officers may never realize any value from the awards under the LTIP and, to the extent that they do, the amounts realized may be different than the amounts reported above. As discussed in the Compensation Discussion & Analysis, the maximum portion of the LTIP award each year is as follows: Mr. Smith, $300,000; Mr. Barron, $120,000; and Mrs. Corum, $40,000. |
SUMMARY COMPENSATION TABLE FOR 2025, 2024, AND 2023
| (3) Reflects the cash awards to the named individuals under the Cash Incentive Plan and the cash portion of the awards under the LTIP, all of which is discussed further in the Compensation Discussion & Analysis. For each of the named executive officers, awards under the Cash Incentive Plan were paid out at approximately 160.63%, 152.51%, and 92.12% of the target awards for 2025, 2024 and 2023, respectively. Cash awards under the LTIP are shown in the third year of the three-year performance period, but only if actually paid out. Awards were as follows: |
SUMMARY COMPENSATION TABLE FOR 2025, 2024, AND 2023
| | 2025 | 2024 | 2023 | | William G. Smith, Jr. | 200,000 | 200,000 | 200,000 | | Thomas A. Barron | 80,000 | 80,000 | 80,000 | | Bethany H. Corum | 26,666 | — | — | | Jeptha E. Larkin | — | — | — |
SUMMARY COMPENSATION TABLE FOR 2025, 2024, AND 2023
These amounts were earned during the years indicated and were paid to our named executive officers in January of the following year.
SUMMARY COMPENSATION TABLE FOR 2025, 2024, AND 2023
| (4) Reflects the actuarial increase (decrease) in the present value of the named executive officer’s benefits under all pension plans established by us determined using the assumptions consistent with those used in our financial statements, which are discussed in further detail below under the heading “Pension Benefits.” |
SUMMARY COMPENSATION TABLE FOR 2025, 2024, AND 2023
| (5) Reflects for each named executive officer a life insurance premium and, for Messrs. Smith and Barron, the cost of their personal use of a company car. |
SUMMARY COMPENSATION TABLE FOR 2025, 2024, AND 2023
| (6) To show the effects that the year-over-year change in pension value had on total compensation, as determined under applicable SEC rules, we have included an additional column to show total compensation minus the change in pension value. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for |
SUMMARY COMPENSATION TABLE FOR 2025, 2024, AND 2023
total compensation. Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column (but including the nonqualified deferred compensation earnings reported in that column, if any). The change in pension value is subject to many external variables, such as interest rates, that are not related to Company performance. Therefore, we do not believe a year-over-year change in pension value is helpful in evaluating compensation for comparative purposes and instead, believe shareowners may find the accumulated pension benefits in the 2025 Pension Benefits table below a more useful calculation of the pension benefits provided to the named executive officers.
SUMMARY COMPENSATION TABLE FOR 2025, 2024, AND 2023
| (7) Mrs. Corum was not one of our Named Executive Officers prior to 2025 so her compensation for those years has been omitted. |
GRANTS OF PLAN-BASED AWARDS IN 2025
GRANTS OF PLAN-BASED AWARDS IN 2025 As discussed in the Compensation Discussion and Analysis, cash bonus plan payouts and performance share units are awarded only when we achieve Board-approved established levels of performance.
GRANTS OF PLAN-BASED AWARDS IN 2025
| | | | Estimated Possible Payouts Under Nonequity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair Value of Stock Awards | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | ($) | | William G. Smith, Jr. | Cash | — | — | 675,000 | 1,350,000 | — | — | — | — | | | Stock(1) | 2/27/25 | — | — | — | — | 225,000 | 450,000 | 222,666 | | | LTIP(2) | 2/27/25 | — | — | — | — | 250,000 | 500,000 | 148,444 | | Thomas A. Barron | Cash | — | — | 600,000 | 1,200,000 | — | — | — | — | | | Stock(1) | 2/27/25 | — | — | — | — | 200,000 | 400,000 | 197,925 | | | LTIP(2) | 2/27/25 | — | — | — | — | 100,000 | 200,000 | 59,378 | | Bethany H. Corum | Cash | — | — | 281,250 | 562,500 | — | — | — | — | | | Stock(1) | 2/27/25 | — | — | — | — | 93,750 | 187,500 | 92,777 | | | LTIP(2) | 2/27/25 | — | — | — | — | 33,333 | 66,666 | 20,000 | | Jeptha E. Larkin | Cash | — | — | 187,500 | 375,000 | — | — | — | — | | | Stock(1) | 2/27/25 | — | — | — | — | 62,500 | 125,000 | 61,852 | | | LTIP | — | — | — | — | — | — | — | — |
GRANTS OF PLAN-BASED AWARDS IN 2025
| (1) Represents the Stock-Based Incentive Plan, administered under the 2021 Associate Incentive Plan. Payments are payable 100% in performance shares. |
GRANTS OF PLAN-BASED AWARDS IN 2025
| (2) Represents the performance shares granted under the LTIP. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 The following table provides information on outstanding equity awards for our executive officers named in the Summary Compensation Table at the end of 2025 (except for Mr. Larkin who did not have any outstanding equity awards at the end of 2025).
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| | | Stock Awards | | | Name | Grant Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | William G. Smith, Jr. | 2/27/2025 | 4,095 | 174,324 | | | 2/29/2024 | 5,348 | 227,664 | | Thomas A. Barron | 2/27/2025 | 1,638 | 69,730 | | | 2/29/2024 | 2,139 | 78,394 | | Bethany H. Corum | 2/27/2025 | 1,455 | 61,939 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| (1) This column reflects performance shares granted assuming the performance goals are met at the 100% level. These shares are conditioned upon a component of an equity security (compounded growth in diluted earnings per share) performance during a three-year cycle. An award, if earned, will be determined and be paid following the performance period. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| (2) The dollar amounts shown in this column are determined by multiplying (x) the number of outstanding performance shares by (y) $42.57 (the closing price of the Company’s common stock on December 31, 2025, the last trading day of the Company’s 2025 fiscal year). |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The amount of compensation (if any) that is payable to our named executive officers upon termination of employment depends on the nature and circumstances under which employment is ended. As discussed above, Mrs. Corum was added as a participant in the SERP II in May 2020 and Mr. Larkin was added as a participant in the SERP II in March 2024.
Change in Control
Change in Control In the event of a change in control, Messrs. Smith, Barron and Larkin, and Mrs. Corum, will be credited with an additional two years of credited service for purposes of computation of retirement benefits payable under the SERPs; however, Messrs. Smith, Barron and Larkin already have earned the maximum service time so no change in control provision would apply to their benefits. Accrued benefits based upon normal retirement (as defined by the Retirement Plan and the SERPs) are payable to Messrs. Smith, Barron Larkin and Mrs. Corum upon a change in control. A “change in control” under the SERPs means the sale of substantially all of our assets, a change in share ownership of greater than 50% within a 24-month period, or any other determination of change in control made by our Board of Directors. In the event of a change in control, Messrs. Smith, Barron and Larkin and Mrs. Corum would not receive any additional benefit under the qualified Retirement Plan but would have the same benefits as any associate who separates employment with the Company. We have no post-employment compensation programs designed to provide benefits upon a change in control, other than those discussed above.
Payments Upon Termination of Employment
Payments Upon Termination of Employment Voluntary Termination. If Messrs. Smith, Barron or Larkin, or Mrs. Corum voluntarily resigns from our employment, no amounts are triggered under the Cash Incentive Plan or the Stock-Based Incentive Plan. The executive may be entitled to receive benefits from the Retirement Plan and the SERPs to the extent those benefits have been earned under the provisions of the plans and the executive officer has met the vesting requirements of the plans. In addition, the executive would be entitled to receive any amounts voluntarily deferred (and the earnings on deferrals) under the 401(k) Plan. Retirement. As of December 31, 2025, Messrs. Barron, Larkin and Smith are eligible for normal retirement. As such, Messrs. Barron, Larkin and Smith may be entitled to receive benefits from the Retirement Plan and SERP to the extent those benefits have been earned under the provisions of the plans. Mrs. Corum is eligible for early retirement with reduced benefit as defined in the Retirement Plan and SERP. Death. If Messrs. Smith, Barron or Larkin, or Mrs. Corum dies while employed by us, the Retirement Plan and the SERPs will provide benefits to the heirs of the deceased executive to the extent those benefits have been earned under the provisions of the plans. The benefits are of the same value as those provided for a voluntary termination or early retirement as applicable. Involuntary Termination with or without Cause. If Messrs. Smith’s, Barron’s or Larkin’s, or Mrs. Corum’s employment is involuntarily terminated, the executive may be entitled to receive benefits from the Retirement Plan and the SERPs to the extent those benefits have been earned under the provisions of the plans and the executive officer has met the vesting requirements of the plans. In addition, the executive would be entitled to receive any amounts voluntarily deferred (and the earnings on deferrals) under the 401(k) Plan. Disability. In the event that Messrs. Smith, Barron or Larkin, or Mrs. Corum becomes disabled on a long-term basis, the executive officer’s employment by us would not necessarily terminate. If a named executive officer becomes disabled under the terms of the Retirement Plan or the SERPs, the executive will continue to accrue a retirement benefit until the earliest of recovery, death or retirement. This benefit cannot be paid as a lump sum distribution.
Payment Tables
| Name | Compensation Components | Change in Control(1) | Voluntary Termination(1) | Retirement(1) | Death(1) | Disability(2) | Involuntary Termination(1) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | William G. Smith, Jr. | Retirement Plan | 3,326,811 | 3,326,811 | 3,326,811 | 3,326,811 | 28,472 | 3,326,811 | | | SERP | 6,373,953 | 6,373,953 | 6,373,953 | 6,373,953 | 52,856 | 6,373,953 | | Thomas A. Barron | Retirement Plan | 3,222,731 | 3,222,731 | 3,222,731 | 3,222,731 | 28,472 | 3,222,731 | | | SERP | 3,349,893 | 3,349,893 | 3,349,893 | 3,349,893 | 28,412 | 3,349,893 | | Bethany H. Corum | Retirement Plan | 954,638 | 954,638 | 954,638 | 954,638 | 15,232 | 954,638 | | | SERP II(2) | 1,003,585(3) | 825,565 | 825,565 | 825,565 | 21,264 | 825,565 | | Jeptha E. Larkin | Retirement Plan | 2,775,419 | 2,775,419 | 2,775,419 | 2,775,419 | 20,372 | 2,775,419 | | | SERP II(2) | 419,661 | 419,661 | 419,661 | 419,661 | 8,512 | 419,661 |
Payment Tables
| (3) In the event of a change in control, Mrs. Corum will be credited with an additional two years of service. |
PENSION BENEFITS
PENSION BENEFITS
2025 Pension Benefit Table
| (1) Because the pension amounts shown in the Summary Compensation Table and the Pension Benefits Table are projections of future retirement benefits, numerous assumptions must be applied. In general, the assumptions should be the same as those used to calculate the pension liabilities in accordance with U.S. GAAP on the measurement date, although the SEC permits certain exceptions. The assumptions we use are described in Note 15 of our financial statements in the Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. As described in such Note, the discount rate assumption is 5.67% for the Retirement Plan and 5.24% for the SERP. The accumulated benefit is based on service and W-2 earnings (plus 401(k) deferrals minus taxable automobile allowance, as described above) considered by the plans for the period through December 31, 2025. We also assumed that for the Retirement Plan, 90% of participants would elect to receive a lump sum and 10% of participants would elect to receive an annuity. For the SERP, we assumed 100% of participants would elect a lump sum. We used a 5.67% interest rate for any lump sum payments in the Retirement Plan and 5.24% interest rate for any lump sum in the SERP. The post-retirement mortality assumption is based on the prescribed mortality assumption under PRI-2012 mortality table, with a no-collar adjustment for the Retirement Plan and white-collar adjustment for the SERP, projected generationally from 2012 using Scale MP-2021 with separate mortality for annuitants and non-annuitants. The changes in the pension values shown in the Summary Compensation Table are determined as the change in the values during the fiscal year (including the impact of changing assumptions from the prior fiscal year). |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE TABLE FOR 2021 THROUGH 2025
PAY VERSUS PERFORMANCE TABLE FOR 2021 THROUGH 2025 As required by the SEC rules, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three years. In determining “compensation actually paid,” or “CAP,” to our NEOs, those rules require us to make various adjustments to amounts that have been reported in the Summary Compensation Table (“SCT”) in previous years, as the SEC’s valuation methods for this section differ from those required in the SCT. The table below summarizes compensation values both reported in our SCT for the respective year, as well as the adjusted values required in this section for 2021 through 2025. Note that for our NEOs other than our PEO, compensation is reported as an average. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the Company’s performance, see the section entitled “Executive Compensation” above.
PAY VERSUS PERFORMANCE TABLE FOR 2021 THROUGH 2025
| Year | Summary compensation table total for PEO(1)(2) | Compensation actually paid to PEO(1)(5) | Average summary compensation table total for non-PEO named executive officers(2)(3) | Average compensation actually paid to non-PEO named executive officers(2)(5) | Value of initial fixed $100 investment based on:(4) | | Net income | Diluted Earnings Per Share Growth(6) | | | | | | | Total shareholder return | Peer group total shareholder return | | | | 2025 | $3,135,873 | $2,525,175 | $1,813,225 | $1,421,811 | $196.09 | $160.37 | $61,557 | $3.60 | | 2024 | $1,806,970 | $1,992,701 | $1,061,246 | $1,080,421 | $136.06 | $132.44 | $52,915 | $3.12 | | 2023 | $1,884,634 | $1,550,856 | $1,129,208 | $826,239 | $106.25 | $112.03 | $52,258 | $3.07 | | 2022 | ($774,965) | $1,208,196 | $217,191 | $815,800 | $114.42 | $111.47 | $33,412 | $1.97 | | 2021 | $1,234,198 | $992,662 | $749,315 | $687,279 | $90.94 | $126.43 | $33,396 | $1.98 |
PAY VERSUS PERFORMANCE TABLE FOR 2021 THROUGH 2025
| (1) The PEO from 2021 through 2025 is William G. Smith, Jr. |
PAY VERSUS PERFORMANCE TABLE FOR 2021 THROUGH 2025
| (2) For 2021 through 2023, amounts were adjusted to reflect base salary amounts earned during the respective year. |
PAY VERSUS PERFORMANCE TABLE FOR 2021 THROUGH 2025
| (3) The non-PEO NEOs in 2021 and 2022 were J. Kimbrough Davis and Thomas A. Barron. The non-PEO NEOs in 2023 and 2024 were Thomas A. Barron and Jeptha E. Larkin. The non-PEO NEOs in 2025 were Thomas A. Barron, Bethany H. Corum and Jeptha E. Larkin |
PAY VERSUS PERFORMANCE TABLE FOR 2021 THROUGH 2025
| (4) Pursuant to SEC rules, the Total Shareholder Return (“TSR”) figures assume an initial investment of $100 on December 31, 2020, and represent the value of such investment as of December 31, 2025, 2024, 2023, 2022 and 2021, respectively. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P U.S. SmallCap Banks Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |
PAY VERSUS PERFORMANCE TABLE FOR 2021 THROUGH 2025
| (5) The following tables set forth the adjustments made during each year represented in the PVP Table to arrive at compensation “actually paid” to our NEOs during each of the years in question: |
PAY VERSUS PERFORMANCE TABLE FOR 2021 THROUGH 2025
| Adjustments to Determine “Compensation Actually Paid” for PEO | 2025 | 2024 | 2023 | 2022 | 2021 | | Increase/deduction for Change in the actuarial present values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT | $(960,705) | $(117,963) | $(433,188) | $1,917,485 | $(214,283) | | Deduction for amounts reported under the “Stock Awards” column in the SCT | $(371,110) | $(303,459) | $(317,776) | $(255,278) | $(256,482) | | Increase for fair value of awards granted during Year that remain unvested as of Year-end | $24,324 | $45,993 | $(18,978) | $25,175 | $13,443 | | Increase/deduction for change in fair value from prior Year-end to current Year-end of awards granted prior to Year that were outstanding and unvested as of Year-end | $31,660 | $32,143 | $(16,547) | $37,765 | $9,375 | | Increase/deduction for change in fair value from prior Year-end to vesting date of awards granted prior to Year that vested during Year | $303,715 | $300,331 | $301,749 | $73,056 | $82,742 | | Increase for fair value of awards granted during Year that vest during Year | $361,418 | $228,686 | $150,962 | $184,958 | $123,669 | | Total Adjustments | $(610,698) | $185,731 | $(333,778) | $1,983,161 | $(241,536) |
PAY VERSUS PERFORMANCE TABLE FOR 2021 THROUGH 2025
| Adjustments to Determine “Compensation Actually Paid” for Non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Increase/deduction for Change in the actuarial present values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT | $(624,959) | $(86,922) | $(313,744) | $612,619 | $(51,938) | | Deduction for amounts reported under the “Stock Awards” column in the SCT | $(143,977) | $(119,453) | $(127,762) | $(135,147) | $(107,290) | | Increase for fair value of awards granted during Year that remain unvested as of Year-end | 12,611 | $18,395 | $(3,792) | $10,070 | $5,366 | | Increase/deduction for change in fair value from prior Year-end to current Year-end of awards granted prior to Year that were outstanding and unvested as of Year-end | 12,663 | $12,859 | $(6,619) | $15,103 | $3,749 | | Increase/deduction for change in fair value from prior Year-end to vesting date of awards granted prior to Year that vested during Year | $121,500 | $60,066 | $60,340 | $29,217 | $33,097 | | Increase for fair value of awards granted during Year that vest during Year | $230,748 | $134,230 | $88,608 | $132,113 | $54,980 | | Deduction of fair value of awards granted prior to Year that were forfeited during Year | — | — | — | ($65,366) | — | | Total Adjustments | $(391,414) | $19,175 | $(302,969) | $598,609 | $(62,036) |
PAY VERSUS PERFORMANCE TABLE FOR 2021 THROUGH 2025
| (6) The Company has identified Diluted Earnings Per Share Growth as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the PEO and the Other NEOs in 2025 to the Company’s performance. |
REQUIRED TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING COMPENSATION ACTUALLY PAID DURING 2024 TO COMPANY PERFORMANCE
REQUIRED TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING COMPENSATION ACTUALLY PAID DURING 2024 TO COMPANY PERFORMANCE We disclose below, in no particular order, the most important measures used by the Company to link compensation actually paid to our NEOs for 2025 to Company performance.
REQUIRED TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING COMPENSATION ACTUALLY PAID DURING 2024 TO COMPANY PERFORMANCE
| ■ | Net Income |
REQUIRED TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING COMPENSATION ACTUALLY PAID DURING 2024 TO COMPANY PERFORMANCE
| ■ | Diluted Earnings Per Share Growth |
REQUIRED TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING COMPENSATION ACTUALLY PAID DURING 2024 TO COMPANY PERFORMANCE
| ■ | Average Deposits |
REQUIRED TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING COMPENSATION ACTUALLY PAID DURING 2024 TO COMPANY PERFORMANCE
| ■ | Level of Classified Assets |
REQUIRED DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES
REQUIRED DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES
Relationship between Company TSR and Peer Group TSR
Relationship between Company TSR and Peer Group TSR The graph below reflects the relationship between Company TSR and Peer Group TSR (each assuming an initial investment of $100 made on December 31, 2020) for the fiscal years ending December 31, 2021, 2022, 2023, 2024 and 2025.